UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.
For the quarterly period ended March 31, 1999.
or
[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
Commission File Number: 000-24799
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THE CORPORATE EXECUTIVE BOARD COMPANY
(Exact name of registrant as specified in its charter)
Delaware 52-2056410
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
The Watergate
600 New Hampshire Avenue, N.W.
Washington, DC 20037
(Address of principal executive offices) (Zip Code)
(202) 777-5000
(Registrant's telephone number, including area code)
Not applicable.
(Former name, former address and former fiscal year, if changed, since last
report.)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [_] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes [_] No [_]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As of May 7, 1999, the Company had outstanding 13,188,960 shares of Common
Stock, par value $0.01 per share and had outstanding no shares of Preferred
Stock, par value $0.01 per share.
THE CORPORATE EXECUTIVE BOARD COMPANY
INDEX TO FORM 10-Q
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PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements.
Condensed Balance Sheets at December 31, 1998 and
March 31, 1999 3
Condensed Statements of Income for the Three
Months Ended March 31, 1998 and 1999 4
Condensed Statements of Cash Flows for the Three
Months Ended March 31, 1998 and 1999 5
Notes to Condensed Financial Statements 6
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 9
ITEM 3. Quantitative and Qualitative Disclosures About
Market Risk. 14
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings. 15
ITEM 2. Changes in Securities. 15
ITEM 3. Defaults Upon Senior Securities and Use of Proceeds. 15
ITEM 4. Submission of Matters to a Vote of Security Holders. 15
ITEM 5. Other Information. 15
ITEM 6. Exhibits and Reports on Form 8-K. 15
2
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
THE CORPORATE EXECUTIVE BOARD COMPANY
CONDENSED BALANCE SHEETS
(In thousands, except share amounts)
December 31, 1998 March 31, 1999
------------------ ---------------
Assets (Unaudited)
Current assets:
Cash and cash equivalents $12,232 $15,743
Marketable securities 3,872 6,663
Receivables:
Membership fees receivable, net 17,165 10,729
Due from stockholder 6,500 --
Due from affiliate 350 --
Prepaid expenses and other current assets 383 386
Deferred income taxes, net 1,438 6,895
Deferred offering costs 1,251 --
Deferred incentive compensation 2,023 1,850
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Total current assets 45,214 42,266
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Deferred income taxes, net -- 1,303
Property and equipment, net 3,714 4,085
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Total assets $48,928 $47,654
======= =======
Liabilities and Stockholder's deficit
Current liabilities:
Accounts payable and accrued liabilities $ 5,159 $ 6,198
Accrued incentive compensation 2,661 2,317
Due to affiliate -- 637
Stock option repurchase and special bonus plan liability 7,054 1,730
Deferred revenues 39,061 36,049
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Total current liabilities 53,935 46,931
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Long-term stock option repurchase liability 3,140 3,140
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Total liabilities 57,075 50,071
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Stockholders' deficit:
Preferred stock, par value $0.01; 5,000,000 shares
authorized, no shares issued and outstanding -- --
Common stock, par value $0.01; 100,000,000 shares
authorized and 12,504,400 and 13,188,960 shares
issued and outstanding as of December 31, 1998 and
March 31, 1999, respectively 125 132
Additional paid-in capital 2,646 (5,301)
Deferred compensation (953) (857)
Retained earnings (deficit) (9,965) 3,609
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Total stockholders' deficit (8,147) (2,417)
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Total liabilities and stockholders' deficit $48,928 $47,654
======= =======
See accompanying notes to condensed financial statements.
3
THE CORPORATE EXECUTIVE BOARD COMPANY
CONDENSED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
Three months ended March 31,
1998 1999
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Revenues $11,598 $15,703
Cost of services 5,418 6,753
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Gross profit 6,180 8,950
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Costs and expenses:
Member relations and marketing 2,598 3,403
General and administrative 1,106 2,015
Depreciation 177 217
Stock option restructuring and repurchase 409 96
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4,290 5,731
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Income from operations 1,890 3,219
Interest income 161 245
------- -------
Income before provision (benefit) for income taxes 2,051 3,464
Provision (benefit) for income taxes 204 (1,403)
------- -------
Net income $ 1,847 $ 4,867
======= =======
Earnings per share:
Basic $0.15 $0.38
======= =======
Diluted $0.13 $0.31
======= =======
Weighted average shares used in the calculation of
earnings per share:
Basic 12,504 12,786
Diluted 14,117 15,472
See accompanying notes to condensed financial statements.
4
THE CORPORATE EXECUTIVE BOARD COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three months ended March 31,
1998 1999
-------------- --------------
Cash flows from operating activities:
Net income $ 1,847 $ 4,867
Adjustments to reconcile net income to net cash
flows provided by operating activities:
Depreciation 177 217
Provision for doubtful accounts 200 2
Deferred income taxes 158 (1,911)
Stock option restructuring and repurchase 409 96
Other non-cash items -- (22)
Changes in operating assets and liabilities:
Membership fees receivable 9,600 6,434
Prepaid expenses and other current assets (257) (3)
Deferred incentive compensation (72) 173
Deferred revenues (3,563) (3,012)
Accounts payable and accrued liabilities 392 799
Accrued incentive compensation 161 (344)
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Net cash flows provided by operating
activities 9,052 7,296
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Cash flows from investing activities:
Purchases of property and equipment (6) (344)
Repayment of note receivable from stockholder -- 6,500
Purchases of marketable securities (206) (2,770)
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Net cash provided by (used in) investing activities (212) 3,386
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Cash flows from financing activities:
Change in payable to/due from affiliate (854) 987
Distributions to stockholder (1,070) (4,000)
Proceeds from the exercise of common
stock options -- 637
Payment of offering costs -- (911)
Stock option repurchases and special bonus
payment (2,389) (3,884)
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Net cash used in financing activities (4,313) (7,171)
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Net increase in cash and cash equivalents 4,527 3,511
Cash and cash equivalents, beginning of period 8,963 12,232
------- -------
Cash and cash equivalents, end of period $13,490 $15,743
======= =======
See accompanying notes to condensed financial statements.
5
THE CORPORATE EXECUTIVE BOARD COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS
Note 1 - Description of operations
The Corporate Executive Board Company (the "Company") provides "best practices"
research and analysis and executive education focusing on corporate strategy,
operations and general management issues. The Company provides its research and
education services to corporations on an annual subscription basis. For a fixed
annual fee, members of each program have access to an integrated set of
services, including best practices research studies, executive education
seminars, customized research briefs and on-line access to the Company's
databases.
Note 2 - Interim condensed financial statements
The accompanying condensed unaudited financial statements included herein have
been prepared by the Company in accordance with generally accepted accounting
principles for interim financial information and pursuant to the rules and
regulations of the Securities and Exchange Commission ("SEC") for reporting on
Form 10-Q. Accordingly, certain information and footnote disclosures required
for complete financial statements are not included herein. It is recommended
that these condensed financial statements be read in conjunction with the
financial statements and related notes of the Company as reported in the
Company's final prospectus filed with the SEC in February 1999 in accordance
with Rule 424(b).
In the opinion of management all adjustments, consisting of normal recurring
adjustments, considered necessary for a fair presentation of the condensed
financial position, results of operations, and cash flows at the dates and for
the periods presented have been included. The condensed balance sheet presented
as of December 31, 1998 has been derived from the financial statements that have
been audited by the Company's independent public accountants. The results of
operations for the three months ended March 31, 1999 may not be indicative of
the results that may be expected for the year ended December 31, 1999, or any
other period within calendar year 1999.
Note 3 - Initial public offering and recapitalization
The Company was incorporated on September 11, 1997, under the laws of the State
of Delaware. The Company's business was operated as a division of The Advisory
Board Company, a Maryland corporation, until October 31, 1997 when the business
was contributed to the Company and spun-off to The Advisory Board Company's sole
stockholder (the "Spin-off"). On February 23, 1999, 9,415,280 shares of common
stock of the Company were sold in an initial public offering primarily by the
sole stockholder (the "Offering"). The Company did not directly receive any of
the proceeds from the sale of common stock by the sole stockholder pursuant to
the Offering.
In addition, immediately prior to the Offering, the Company amended and restated
its certificate of incorporation to increase the number of authorized shares of
Class A Stock and Class B Stock to 17,200 shares and 13,171,760 shares,
respectively, and to authorize 100,000,000 shares of Common Stock, and 5,000,000
shares of Preferred Stock, each with a par value of $0.01 per share. In
addition, to facilitate the Offering, the Company effected a 17.2-for-1 stock
split of the shares of Class A Stock and Class B Stock in the form of a stock
dividend. The Class A Stock and Class B Stock were converted into Common Stock
contemporaneously with the Offering. Accordingly, all share and per share
amounts have been retroactively adjusted to give effect to these events.
6
Note 4 - Change in tax status
The Company was an "S" corporation for Federal income tax purposes until
immediately prior to the Offering. As an "S" corporation, the
taxable income of the Company was passed through to the sole stockholder and was
reported on his individual Federal income tax return. However, as the District
of Columbia does not recognize "S" corporation status, income taxes related to
the District of Columbia have been provided for within the condensed financial
statements. Just prior to the Offering, the Company terminated its "S"
corporation status and is now subject to Federal and state taxes at prevailing
corporate rates.
Note 5 - Earnings per share
Basic earnings per share was computed by dividing net income by the basic
weighted average number of common shares outstanding during the period. Diluted
earnings per share was computed by dividing net income by the diluted weighted
average number of common shares outstanding during the period. The weighted
average number of common share equivalents outstanding has been determined in
accordance with the treasury-stock method. Common share equivalents consist of
common shares issuable upon the exercise of outstanding common stock options. A
reconciliation of basic to diluted weighted average common shares outstanding is
as follows:
Three months ended March 31,
1998 1999
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Basic weighted average common shares outstanding 12,504,400 12,786,000
Weighted average common share equivalents 1,613,000 2,686,000
---------- ----------
Diluted weighted average common shares outstanding 14,117,400 15,472,000
========== ==========
Note 6 - Pro forma earnings per share
As discussed above, the Company terminated its "S" corporation status just
prior to the Offering and is now subject to Federal and state taxes at
prevailing corporate rates. Accordingly, the following analysis includes a pro
forma provision of income taxes that would have been recorded if the Company
had been a "C" corporation since January 1, 1998. The pro forma provision for
income taxes is calculated using an effective income tax rate of 41.5%. A
reconciliation of the pro forma basic and pro forma diluted earnings per share
at March 31, 1998 and 1999 is as follows (in thousands, except per share
amounts):
Three months ended March 31,
1998 1999
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Income before provision for income taxes $2,051 $3,464
Pro forma provision for income taxes 851 1,438
------ ------
Pro forma net income $1,200 $2,026
====== ======
Pro forma earnings per share:
Basic $ 0.10 $ 0.16
====== ======
Diluted $ 0.09 $ 0.13
====== ======
7
Note 7 - Supplemental cash flows disclosures
Income taxes paid during the three months ended March 31, 1998 and 1999,
amounted to $35,000 and $0, respectively.
In connection with the Offering, the Company recognized $5.1 million in
stockholders' deficit for the tax effects of tax deductions for the exercise of
nonqualified employee stock options in conjunction with the Offering. In
addition, in connection with the Offering, the sole stockholder paid $1.4
million in shares of common stock to selected employees to satisfy a portion of
the special bonus plan liability.
Note 8 - Financial statement reclassifications
Certain amounts in the condensed financial statements as of and for the three
month period ended March 31, 1998 have been reclassified to conform to the
presentation in the condensed financial statements as of and for the three month
period ended March 31, 1999.
8
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
This Quarterly Report on Form 10-Q of The Corporate Executive Board Company (the
"Company") contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are based on the
Company's current plans and expectations and involve risks and uncertainties
that could cause actual future activities and results of operations to be
materially different from those set forth in the forward-looking statements.
Factors that could cause actual results to differ materially from those
indicated by forward-looking statements include, among others, the dependence on
renewal of membership-based services, dependence on key personnel, the need to
attract and retain qualified personnel, management of growth, new product
development, competition, risks associated with anticipating market trends,
industry consolidation, variability of quarterly operating results, possible
volatility of stock price, and the year 2000. The Company undertakes no
obligation to update publicly any forward-looking statements, whether as a
result of new information, future events, or otherwise.
Overview
The Company provides "best practices" research and analysis and executive
education focusing on corporate strategy, operations and general management
issues. Best practices research identifies and analyzes specific management
initiatives, processes and strategies that have been determined to produce the
best results in solving common business problems or challenges. The Company
provides its research and analysis on an annual subscription basis to a
membership of over 1,300 of the world's largest and most prestigious
corporations. For a fixed annual fee, members of each subscription program have
access to an integrated set of services, including best practices research
studies, executive education seminars, customized research briefs and on-line
access to the program's database.
The Company was incorporated on September 11, 1997, under the laws of the
State of Delaware. The Company's business was operated as a division of The
Advisory Board Company, a Maryland corporation, until October 31, 1997 when the
business was contributed to the Company and spun-off to The Advisory Board
Company's sole stockholder (the "Spin-off"). On February 23, 1999, 9,415,280
shares of common stock of the Company were sold in an initial public offering
primarily by the sole stockholder (the "Offering"). The Company did not directly
receive any proceeds from the sale of common stock pursuant to the Offering by
the sole stockholder. However, the Company did receive cash from the exercise of
nonqualified employee stock options in conjunction with the Offering. In
addition, the sole stockholder used a portion of the proceeds of the offering
to repay a promissory note made by the sole stockholder in favor of the Company.
Subscription memberships, which are primarily annually renewable contracts,
are generally payable by members at the beginning of the contract term. Billings
attributable to the Company's subscription programs initially are recorded as
deferred revenues and then recognized pro rata over the subscription contract
term.
One measure of the Company's business is its annualized "Contract Value,"
which the Company calculates as the aggregate annualized subscription membership
revenues attributed to all subscription membership agreements in effect at a
given point in time, including for 1999 an estimate of pending subscription
membership renewals and an estimate of members who will discontinue their
subscription membership prior to their annual renewal date in the subsequent
year. The Company's experience is that a substantial portion of members renew
subscriptions for an equal or higher level each year. Contract Value has
increased 35% from $48.1 million at March 31, 1998 to $64.9 million at March 31,
1999.
The Company's operating costs and expenses consist of cost of services,
member relations and marketing, general and administrative expenses and
depreciation. Cost of services represents the costs associated with the
production and delivery of the Company's products and services, including
compensation of research personnel and in-house faculty, the production of
published materials, the organization of member meetings and all associated
support services.
9
Member relations and marketing expenses include the costs of acquiring new
members and renewing existing members and also include compensation expenses
(including sales commissions), travel and all associated support services.
General and administrative expenses include the costs of human resources and
recruiting, finance and accounting, management information systems, facilities
management, new product development and other administrative functions of the
Company.
Results of operations
The following table sets forth certain financial data as a percentage of
revenues for the periods indicated:
Three months ended March 31,
1998 1999
-------------- --------------
Revenues 100% 100%
Cost of services 47 43
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Gross profit 53 57
---- ----
Costs and expenses:
Member relations and marketing 22 22
General and administrative 10 13
Depreciation 1 1
Stock option restructuring and repurchase 4 1
---- ----
37 37
---- ----
Income from operations 16 20
Interest income 2 2
---- ----
Income before provision (benefit) for income taxes 18 22
Provision (benefit) for income taxes 2 (9)
---- ----
Net income 16% 31%
==== ====
Three months ended March 31, 1998 and March 31, 1999
Revenues. Total revenues increased 35% from $11.6 million for the three
months ended March 31, 1998 to $15.7 million for the three months ended March
31, 1999. The increase in revenues is primarily attributable to consistent
renewal rates, increased sales of existing subscription programs and the
introduction of two new subscription programs over the past nine months.
Cost of services. Cost of services increased 25% from $5.4 million for the
three months ended March 31, 1998 to $6.8 million for the three months ended
March 31, 1999. The increase in cost of services was principally due to
increased research staffing and related compensation costs to support the
introduction of two new subscription programs and an increase in short answer
research and executive education services staffing to serve the growing
membership base across all programs. Cost of services decreased as a percentage
of revenues from 47% for the three months ended March 31, 1998 to 43% for the
three months ended March 31, 1999. This decrease is attributable to the fixed
nature of the production costs of best practices research studies, as these
costs are not significantly affected by growth in the number of subscription
memberships.
10
Member relations and marketing. Member relations and marketing costs
increased 31% from $2.6 million for the three months ended March 31, 1998 to
$3.4 million for the three months ended March 31, 1999. The increase in member
relations and marketing costs is primarily due to the increase in sales staff
and related costs, the increase in commission expense associated with increased
revenues, and the increase in member relations personnel and related costs to
serve the expanding membership base. Although the Company has added member
relations and marketing resources to increase revenues, member relations and
marketing costs have remained consistent as a percentage of total revenues for
the three months ended March 31, 1998 and 1999.
General and administrative. General and administrative expenses increased
82% from $1.1 million for the three months ended March 31, 1998 to $2.0 million
for the three months ended March 31, 1999. The increase in general and
administrative expenses resulted primarily from staffing increases in general
management, human resources and recruiting, finance and accounting, management
information systems, and facilities management to support overall Company
growth.
Depreciation. Depreciation expense increased 23% from $177,000 for the
three months ended March 31, 1998 to $217,000 for the three months ended March
31, 1999. The increase in depreciation expense was principally due to purchases
of computer equipment, software and office furniture required to support
organizational growth.
Stock option restructuring and repurchase. The Company recognized $409,000
and $96,000 in compensation expense for the three months ended March 31, 1998
and 1999, respectively, related to stock option agreements in existence at the
time of the Spin-off. In connection with the Spin-off, The Advisory Board
Company executed substitution agreements with each of the employees of the
Company participating in The Advisory Board Company stock option plan. The terms
of the substitution agreements resulted in compensation expense being recognized
over the vesting period. The Company will continue to recognize compensation
expense related to the substitution agreements in the years ending 1999 and
2000.
Provision (benefit) for income taxes. The Company recorded a provision for
income taxes of $204,000 and a benefit for income taxes of $1.4 million for the
three months ended March 31, 1998 and 1999, respectively. During 1998 and to
February 22, 1999, the Company was treated as an "S" corporation for Federal
income tax purposes and recognized income taxes only related to the District of
Columbia. However, just prior to the Offering, the Company terminated its "S"
corporation status and is now subject to Federal and state taxes at prevailing
corporate rates. The benefit for income taxes of $1.4 million for the three
months ended March 31, 1999 is primarily the result of the impact of the
termination of the "S" Corporation tax status just prior the Offering, which
amounted to $3.0 million, offset by "S" corporation and "C" corporation current
tax expense.
Liquidity and capital resources
The Company has financed its operations to date through funds generated
from operating activities. Subscription memberships, which are primarily
annually renewable contracts, are generally payable by members at the beginning
of the contract term. The combination of revenues growth and advance payment of
subscription memberships has historically resulted in net positive cash flows
provided by operating activities. The Company generated net cash flows from
operating activities of $9.0 million and $7.3 million for the three months ended
March 31, 1998 and 1999, respectively. For the three months ended March 31,
1999, operating cash flow was generated by revenues and related changes in the
condensed balance sheet accounts. As of March 31, 1999, the Company had cash and
cash equivalents and marketable securities of $22.4 million. Management expects
that its current cash and cash equivalents and marketable securities balances
11
and net positive cash flows from operations will satisfy working capital,
financing activities and capital expenditure requirements for the next twelve
months.
Net cash used by investing activities during the three months ended March
31, 1998 was $212,000 compared with net cash provided by investing activities
during the three months ended March 31, 1999 of $3.4 million. Net cash provided
by investing activities during the three months ended March 31, 1999, is
attributed to the repayment of the $6.5 million note receivable from
stockholder, offset by the additional investment in property and equipment and
the purchase of marketable securities. In addition, the Company has certain
commitments related to the relocation of its office facilities. The Company
estimates that it will incur approximately $5.0 million in leasehold
improvements and related costs for the new office facilities during 1999. The
Company has incurred $1.4 million in leasehold improvements and related costs
for the new office facilities during the three months ended March 31, 1999.
Net cash used in financing activities during the three months ended March
31, 1998 and 1999 was $4.3 million and $7.2 million, respectively. Net cash used
in financing activities during the three months ended March 31, 1999, was
attributable to a distribution to the sole stockholder prior to Offering of $4.0
million and the payment of offering costs of $911,000. In addition, the Company
entered into agreements with certain employees prior to the Spin-off relating to
the repurchase of stock options at fixed amounts. The Company paid $2.9 million
related to these agreements in the three months ended March 31, 1999 and is
obligated to pay an addition $1.7 million in 1999, and an additional $3.1
million in 2000. The Company and the sole stockholder also agreed to pay a
special bonus to selected employees of $2.4 million. The amount was paid at the
date of Offering, 60%, or $1.4 million, in shares of common stock owned by the
sole stockholder (valued for this purpose at the initial price offered to the
public) and 40%, or $1.0 million, in cash by the Company. The total repurchase
of stock options liability of $7.7 million and the total special bonus payment
liability of $2.4 million were expensed prior to December 31, 1998.
The Company has obtained a commitment for a $10.0 million, 12-month
revolving line of credit from a commercial bank. Certain Company assets will
secure borrowings under this line of credit. The Company has no explicit
purpose for the line of credit and does not expect to utilize it over the
initial twelve-month term. In addition, the Company has entered into a $1.3
million Letter of Credit Agreement with a commercial bank to provide a security
deposit for the office space lease, expiring on June 23, 2003. The Company's
cash, membership fees receivable and property and equipment collateralize the
Letter of Credit Agreement.
Since inception, the Company has recognized revenue ratably over the term
of the related subscription membership, generally 12 months. The Securities and
Exchange Commission ("SEC") has advised the Company that it is evaluating the
accounting rules and interpretations covering revenue recognition of membership
fees. Until the SEC staff issues these interpretative guidelines, it is unclear
what impact, if any, they will have on the Company's current accounting policy.
Any change could have a material effect on the manner in which the Company
recognizes revenues.
Year 2000 compliance
Many existing computer programs use only two digits to identify a year in
the date field. These programs were designed without consideration for the
impact of the upcoming century change in the year 2000. If not corrected,
applications that are not year 2000 compliant may fail or create erroneous
results when processing year 2000 information. The Company is in the process of
completing its analysis and assessment of the potential effects of the year 2000
century change and has begun efforts to identify, evaluate and implement changes
to the Company's systems and applications necessary to achieve a year 2000 date
conversion.
12
The Company has audited all of its hardware systems and software
applications. The Company has determined that all of its hardware systems are
either currently compliant or have intermediate upgrades available from the
manufacturer. The Company utilizes 409 distinct software programs in running its
computer operations. Of these systems, the Company has classified 68 as mission-
critical systems, defined as systems whose failure potentially could have a
significant adverse effect on the Company's ability to conduct its business
efficiently. These include end-user software applications, back-office systems
and embedded software in computer hardware systems. Of the 68 mission-critical
systems, five are custom software systems developed for the Company. Four of
these five have been modified and tested to ensure their year 2000 compliance
and the Company expects that the one remaining custom system will be brought
into compliance by September 1999. The rest of the Company's software systems
are commercial off-the-shelf packages ("COTS"). The Company's 63 mission-
critical COTS programs currently are under review for year 2000 compliance. The
Company has determined that 28 of the mission-critical COTS programs are fully
compliant. The Company has made this determination by reviewing official year
2000 compliance statements published by the manufacturers of these programs and
does not plan to conduct its own tests to verify such statements. Of the
remaining applications, manufacturers have made available upgrades to bring the
systems into compliance. The Company has scheduled upgrades for each of these
programs to be completed before September 1999. The non-information technology
systems developed internally by the Company are not sensitive to year 2000
issues.
The Company estimates the cost to complete the conversion to be $220,000.
The Company expects to be year 2000 compliant by September 1999. The costs of
the year 2000 conversion and the date on which the Company plans to complete the
project are based upon management's best estimates, which are derived on the
basis of numerous assumptions of future events. There can be no guarantee that
these estimates will be achieved and actual results could differ materially.
Vendors or other third parties that could affect the Company's operations
include suppliers of utility services, travel and hotel services, office supply
vendors, equipment and technology vendors and mail, telephone, Internet and
other communication services. Each of the Company's department directors has
been instructed to communicate with their major suppliers with respect to such
vendors' year 2000 compliance status. All of the Company's departments have been
directed to make arrangements with an alternative vendor if it appears that the
current vendor will not achieve compliance by the year 2000. There can be no
guarantee, however, that the systems of the Company's major vendors, including
providers of public utilities, will be timely converted, or that a failure to
convert by another company or organization, or a conversion that is incompatible
with the Company's systems, would not have an adverse effect on the Company.
Although the Company anticipates that minimal business disruptions will
occur as a result of year 2000 issues, possible consequences include loss of
communications with members, inability to conduct marketing efforts and on-site
seminars as a result of travel and communications disruptions, delay in the
production and distribution of studies and reports, inability to conduct
research and surveys, and disruption of similar normal business activities. The
Company believes that the conversion and modification efforts by the Company and
its vendors will mitigate the risks associated with year 2000 issues. If,
however, the Company or its essential vendors do not complete the necessary
modifications or conversions in a timely manner or if such modifications or
conversions fail to achieve the proper results, the Company's operations may be
adversely effected.
The Company does not intend to develop any contingency plans to address
possible failures by the Company or its vendors to be year 2000 compliant with
respect to information technology systems. The Company does not believe that
such contingency plans are required because it believes that the Company and its
information technology suppliers will be year 2000 compliant before January
2000. The Company currently does not have any contingency plans to address
possible failures by its vendors to be year 2000 compliant with respect to non-
information technology systems, but expects to develop such plans by September
1999.
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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
The Company is exposed to interest rate risk primarily through its portfolio of
cash and cash equivalents and marketable securities, which is designed for
safety of principal and liquidity. Such a portfolio is subject to inherent
interest rate risk as investments mature and are re-invested at current market
interest rates. The Company does not presently use derivative financial
instruments to adjust the portfolio risk or income profile.
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PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings.
The Company is not currently a party to any material legal proceedings.
ITEM 2. Change in Securities.
Not applicable.
ITEM 3. Defaults Upon Senior Securities and Use of Proceeds.
Not applicable.
ITEM 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
ITEM 5. Other Information.
Not applicable.
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits - Exhibit 27.0 Financial Data Schedule.
(b) Reports on Form 8-K:
On March 3, 1999, the Company filed a Current Report on Form 8-K which
reported that on February 26, 1999, the Company filed with the Secretary
of State of the State of Delaware Certificate of Retirement of the Class A
Voting Common Stock and the Class B Non-Voting Common Stock of The
Corporate Executive Board Company, pursuant to which the Class A Voting
Common Stock and the Class B Non-Voting Common Stock of the Company were
retired and no shares thereof will be issued.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
The Corporate Executive Board Company
By: /s/ Clay M. Whitson
- --------------------------------------
Clay M. Whitson
Chief Financial Officer
Date: May 11, 1999
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